EXHIBIT 10.11

                                         AMENDMENT TO EMPLOYMENT AGREEMENT

          This  Amendment  made to that  certain  employment  agreement  between
Clements Golden Phoenix Enterprises, Inc., a Florida corporation with offices at
3135 S.W.  Mapp Road,  P.O. Box 268, Palm City,  FL 34991 (the  "Employer")  and
Samuel P. Sirkis,  residing at 2705 Autumn Leaves Drive, Daytona Beach, FL 32124
(the "Employee") dated August 1, 2000 (the "Agreement").

         WHEREFORE, Employee was to receive a signing bonus of 200,000 shares of
Employer's  Restricted  Common Stock pursuant to Section 2 "Compensation" of the
Agreement (the "Stock"); and

         WHEREFORE,Employee was issued the Stock pursuant to such provision; and

         WHEREFORE,  Employer has since  conducted two (2) forward splits of its
Common Stock resulting in the issuance of 600,000  additional shares to Employee
(the "Additional Stock")

         WHEREFORE,  both  Employee and Employer  have agreed that the Agreement
was  incorrect,  in that  the  Employee  was not to  receive  the  Stock  or the
Additional Stock as a signing bonus and instead was to earn warrants to purchase
shares of Employer's Common Stock upon being gainfully  employed by Employer for
a period of six (6) months.

         NOW THEREFORE, for valuable consideration paid in hand, the receipt and
sufficiency  of which is hereby  acknowledged,  Employer and  Employee  agree as
follows:

     1.   Employee   shall   immediately   tender   to   Employer   certificates
          representing  eight hundred  thousand  (800,000)  shares of Employer's
          Common Stock (the Stock and the Additional Stock) for cancellation and
          return to Employer's authorized but unissued Common Stock.

     2.   Employer  shall  provide  Employee  with  a  Warrant  Agreement  dated
          February 1, 2001, enabling Employee to purchase eight hundred thousand
          shares of Employer's Restricted Common Stock, subject to adjustment in
          the event of any merger, share exchange,  forward stock split, reverse
          stock split, reorganization or similar transaction.

     3.   All remaining sections of the Agreement shall remain in full force and
          effect.

         IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement effective as of the date first above written.

EMPLOYER:                                             EMPLOYEE:
Clements Golden Phoenix Enterprises, Inc.

By: /s/ Joseph R. Rizzuti                             /s/ Samuel P.  Sirkis
- --------------------------------------------          ----------------------
      Joseph R. Rizzuti                               Samuel P. Sirkis
      Chairman & Chief Operating Officer